FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] QUARTERLY REPORT  PURSUANT TO  SECTION  13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                                For Quarter Ended

                               September 30, 2002

[  ] TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF  THE SECURITIES
     EXCHANGE ACT OF 1934


     For the transition period from_____ to ______


                             Commission file number

                                     1-11916

                          WIRELESS TELECOM GROUP, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)


             New Jersey                                       22-2582295
   -------------------------------                        -------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                          Identification No.)

               25 Eastmans Road
          Parsippany , New Jersey                              07054
----------------------------------------                   ---------------
(Address of principal executive offices)                     (Zip Code)

                                 (201) 261-8797
               --------------------------------------------------
               Registrant's telephone number, including area code

                    East 64 Midland Avenue, Paramus, NJ 07652
    -------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report.)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
                                             ---    ---

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the most recent practicable date.

Common Stock -  Par Value $.01                          16,909,878
------------------------------                        ------------------
        Class                                         Outstanding Shares
                                                      At November 5, 2002


                                       1
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                                                     WIRELESS TELECOM GROUP, INC.


                                                           Table of Contents



PART I.  FINANCIAL INFORMATION                                                                                          Page(s)

<S>                                                                                                                    <C>
             Item 1 -- Consolidated Financial Statements:

                    Condensed Balance Sheets as of September 30, 2002
                               (unaudited) and December 31, 2001                                                         3

                       Condensed Statements of Operations for the Three and Nine
                         Months Ended September 30, 2002 and 2001 (unaudited)                                            4

                       Condensed Statements of Cash Flows for the Nine Months
                         Ended September 30, 2002 and 2001 (unaudited)                                                   5

                       Notes to Interim Condensed Financial Statements (unaudited)                                    6 - 8

             Item 2 -- Management's Discussion and Analysis of Financial
                              Condition and Results of Operations                                                    8 - 11

             Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                                        12

             Item 4 -- Controls and Procedures                                                                           12


PART II. OTHER INFORMATION

             Item 1 -- Legal Proceedings                                                                                 13

             Item 2 -- Changes in Securities                                                                             13

             Item 3 -- Defaults upon Senior Securities                                                                   13

             Item 4 -- Submission of Matters to a Vote of Security Holders                                               13

             Item 5 -- Other Information                                                                                 13

             Item 6 -- Exhibits and Reports on Form 8-K                                                                  13

    Signatures                                                                                                      14 - 16

    Exhibit 11.1                                                                                                         17

    Exhibit 99.1                                                                                                         18

    Exhibit 99.2                                                                                                         19
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                                                              PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
                                                              WIRELESS TELECOM GROUP, INC.
                                                          CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                               - ASSETS -

                                                                                   SEPTEMBER 30,       DECEMBER 31,
                                                                                      2002                 2001
                                                                                ------------------   ------------------
                                                                                   (unaudited)
CURRENT ASSETS:
<S>                                                                                  <C>                  <C>
   Cash and cash equivalents                                                         $ 15,273,389         $ 15,138,640
   Accounts receivable -- net of allowance for doubtful accounts of
     $211,710 and $113,950 for 2002 and 2001, respectively                              3,181,181            2,867,538
   Inventories                                                                          5,514,713            6,316,085
   Current portion of deferred tax asset                                                  123,000              140,000
   Prepaid expenses and other current assets                                             481,574               476,454
                                                                                ------------------   ------------------
TOTAL CURRENT ASSETS                                                                  24,573,857            24,938,717
                                                                                ------------------   ------------------

PROPERTY, PLANT AND EQUIPMENT - NET                                                    5,619,977             5,499,540
                                                                                ------------------   ------------------
OTHER ASSETS:
   Goodwill (Note 4)                                                                    1,351,392            1,351,392
   Deferred tax asset                                                                     381,927              364,927
   Other assets                                                                           684,072              750,682
                                                                                ------------------   ------------------
TOTAL OTHER ASSETS                                                                      2,417,391            2,467,001
                                                                                ------------------   ------------------

TOTAL ASSETS                                                                         $ 32,611,225         $ 32,905,258
                                                                                ==================   ==================

                                          - LIABILITIES AND SHAREHOLDERS' EQUITY -

CURRENT LIABILITIES:
   Accounts payable                                                                     $ 550,653            $ 660,249
   Accrued expenses and other current liabilities                                         576,281              760,868
   Current portion of mortgage payable                                                     36,703               34,686
   Income taxes payable                                                                   303,250              164,650
                                                                                ------------------   ------------------
TOTAL CURRENT LIABILITIES                                                               1,466,887            1,620,453
                                                                                ------------------   ------------------
LONG TERM LIABILITIES:
   Mortgage payable                                                                     3,138,825            3,166,609
   Other long term liabilities                                                                  -               11,096
                                                                                ------------------   ------------------
TOTAL LONG TERM LIABILITIES                                                             3,138,825            3,177,705
                                                                                ------------------   ------------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (Note 3):
   Preferred stock, $.01 par value, 2,000,000 shares authorized,
     none issued                                                                                -                    -
   Common stock, $.01 par value, 75,000,000 shares authorized,
     19,875,378 and 19,807,677 shares issued, in 2002 and 2001, respectively              198,754              198,077
   Additional paid-in-capital                                                          12,904,589           12,792,657
   Retained earnings                                                                   22,286,867           21,979,416
   Treasury stock at cost, - 2,886,800 and 2,654,400, in 2002 and 2001,
     respectively                                                                      (7,384,697)          (6,863,050)
                                                                                ------------------   ------------------
TOTAL SHAREHOLDERS' EQUITY                                                             28,005,513           28,107,100
                                                                                ------------------   ------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $ 32,611,225         $ 32,905,258
                                                                                ==================   ==================



                                                                See accompanying notes
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<CAPTION>
                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


                                                          For the Three Months                    For the Nine Months
                                                           Ended September 30,                  Ended September 30,
                                                 ---------------------------------------------------------------------------
                                                      2002               2001                 2002               2001

<S>                                                 <C>                <C>                 <C>                <C>
NET SALES                                            $ 5,105,392        $ 4,264,986         $ 15,728,595       $ 15,379,806
                                                     -----------        -----------         ------------       ------------
COSTS AND EXPENSES:
   Cost of sales                                       2,709,373          1,797,544            8,460,110          7,012,238
   Operating expenses                                  1,770,358          1,510,673            5,350,589          4,637,082
   Interest and other income                            (137,260)          (250,114)            (447,538)          (945,439)
   Interest expense                                       60,132             60,768              185,326            182,754
                                                     -----------        -----------         ------------       ------------

TOTAL COSTS AND EXPENSES                               4,402,603          3,118,871           13,548,487         10,886,635
                                                     -----------        -----------         ------------       ------------

INCOME BEFORE INCOME TAXES                               702,789          1,146,115            2,180,108         4,493,171

PROVISION FOR INCOME TAXES                               270,985            427,626              843,786         1,678,123
                                                     -----------        -----------         ------------       ------------

NET INCOME                                            $ 431,804          $ 718,489          $ 1,336,322        $ 2,815,048
                                                     ===========        ==========          ===========        ===========
NET INCOME PER COMMON
SHARE (Note 2):

    BASIC                                                $ 0.03             $ 0.04               $ 0.08             $ 0.16
                                                    -----------        -----------         ------------       ------------

    DILUTED                                              $ 0.03             $ 0.04               $ 0.08             $ 0.15
                                                    -----------        -----------         ------------       ------------



                                                 See accompanying notes


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<CAPTION>

                          WIRELESS TELECOM GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                                                        For the Nine Months
                                                                                        Ended September 30,
                                                                                --------------------------------------
                                                                                     2002                    2001

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                               <C>                    <C>
  Net income                                                                      $ 1,336,322            $ 2,815,048
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                                                     463,084                393,284
    Provision for losses on accounts receivable                                        97,760                 73,711
    Other income                                                                      (11,096)               (50,004)
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                                       (411,403)               223,057
    Decrease (increase) in inventories                                                801,372               (483,814)
    Decrease (increase) in prepaid expenses and other current assets                   69,080                 (9,959)
    (Decrease) in accounts payable and accrued expenses                              (294,183)              (996,134)
    Increase in income taxes payable                                                  138,600                470,561
                                                                                -------------            ------------
      Net cash provided by operating activities                                     2,189,536              2,435,750
                                                                                -------------            ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                                             (584,006)              (213,776)
    Increase in real estate escrow                                                     (7,104)                (7,104)
                                                                                -------------            ------------
      Net cash (used for) investing activities                                       (591,110)              (220,880)
                                                                                -------------            ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payments of mortgage note                                                         (25,767)               (23,897)
    Acquisition of treasury stock                                                    (521,647)            (4,011,890)
    Cash dividends paid                                                            (1,028,872)              (354,456)
    Proceeds from exercise of stock options                                           112,609                 37,313
                                                                                -------------            ------------
      Net cash (used for) financing activities                                     (1,463,677)            (4,352,930)
                                                                                -------------            ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  134,749             (2,138,060)

  Cash and cash equivalents, at beginning of year                                  15,138,640             21,451,256
                                                                                -------------            ------------

  CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                   $ 15,273,389           $ 19,313,196
                                                                                =============          ============
SUPPLEMENTAL INFORMATION:
    Cash paid during the period for:
          Taxes                                                                     $ 539,580            $ 1,105,480

          Interest                                                                  $ 180,883              $ 182,754

                                                                See accompanying notes
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                                       5
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                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES

The condensed,  consolidated balance sheet as of September 30, 2002 and the
condensed,  consolidated  statements of operations  for the three and nine month
periods  ended  September  30,  2002 and 2001  and the  condensed,  consolidated
statements of cash flows for the nine month periods ended September 30, 2002 and
2001 have been prepared by the Company without audit. The consolidated financial
statements  include  the  accounts  of  Wireless  Telecom  Group,  Inc.  and its
wholly-owned  subsidiaries Boonton Electronics  Corporation,  Microlab/FXR,  WTG
Foreign Sales Corporation and NC Mahwah, Inc.

In the  opinion of  management,  the  accompanying  condensed  consolidated
financial  statements  referred  to above  contain  all  necessary  adjustments,
consisting of normal accruals and recurring entries only, which are necessary to
present fairly the Company's  results for the interim  periods being  presented.
The balances of certain  accounts have been  reclassified to improve the ease of
reading and understanding of the financial  statements.  Such  reclassifications
have  absolutely  no effect on the Company's  Total  Shareholders'  Equity,  Net
Income, Net Income Per Common Share or Cash and Cash Equivalents.

The accounting  policies followed by the Company are set forth in Note 1 to
the Company's  financial  statements  included in its annual report on Form 10-K
for the year ended December 31, 2001, which is incorporated herein by reference.
Specific  reference is made to this report for a  description  of the  Company's
securities and the notes to financial statements included therein, since certain
information and footnote  disclosures  normally included in financial statements
in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted from this report.

The  results  of  operations  for the three and nine  month  periods  ended
September 30, 2002 and 2001 are not necessarily  indicative of the results to be
expected for the full year.

On December 21, 2001, the Company acquired Microlab/FXR,  a private entity,
for the net purchase price of $3,800,000.  The acquisition of  Microlab/FXR  was
recorded  under  the  purchase  method of  accounting  for  financial  statement
purposes.   Microlab/FXR's   Balance   Sheets  are  included  in  the  Condensed
Consolidated  Balance  Sheets at  September  30,  2002 and  December  31,  2001.
Microlab/FXR's  results of operations for the three and nine month periods ended
September  30, 2002 and cash flows for the nine months ended  September 30, 2002
are included in the Condensed  Consolidated  Statements  of Operations  and Cash
Flows,  but their  results of  operations  for the three and nine month  periods
ended  September 30, 2001 and cash flows for the nine months ended September 30,
2001 are not included.

The following pro forma results were developed assuming the acquisition had
occurred  on  January  1,  2001.  Intercompany   transactions  would  have  been
eliminated had there been any, but there were none.


                                       6
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                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


                                 Unaudited Pro Forma Information for the Three and Nine Months
                                                       Ended September 30, 2001

                                                      Three Months           Nine Months
                                                      ------------           -----------

<S>                                                   <C>                    <C>
                  Net Sales                           $6,114,986             $20,853,486

                  Net Income                          $  909,489             $  3,183,880

                  Earnings Per Share:
                           Basic                           $ .05                   $ .18
                           Diluted                         $ .05                   $ .17

</TABLE>


NOTE 2 - INCOME PER COMMON SHARE

Income per  common  share is  computed  by  dividing  the net income by the
weighted  average  number  of  common  shares  and  common   equivalent   shares
outstanding  during each period as  promulgated in SFAS 128 "Earnings Per Share"
("SFAS  128").  SFAS 128  requires  the  presentation  of "basic" and  "diluted"
earnings per share on the face of the income statement.

NOTE 3 - SHAREHOLDERS' EQUITY

During the nine months ended  September 30, 2002,  the Company  repurchased
232,400 shares  (119,000 shares for the quarter ended September 30, 2002) of its
common stock,  pursuant to a stock repurchase program authorized by the Board of
Directors on November 27, 2000 and as amended on October 5, 2001.

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 142, "Goodwill and Other Intangible  Assets".
In  accordance  with  SFAS  No.  142,  intangible  assets,  including  purchased
goodwill,  must be evaluated for impairment.  Those intangible  assets that will
continue to be classified as goodwill or as other  intangibles  with  indefinite
lives are no longer amortized.  Prior to June 30, 2002, the Company, through the
assistance  of an  independent  valuation  company,  performed  the first of the
required impairment tests of goodwill as of January 1, 2002. The results of this
valuation showed that there was in fact no impairment of the Company's goodwill.
Pursuant to SFAS No. 142,  goodwill  cannot be written up, even if the value has
increased.  Since there was no impairment of the goodwill, there is no effect of
this test on the  earnings and  financial  position of the Company for the three
and nine month periods ended September 30, 2002. Additional testing will be done
at the end of this year and each year  going  forward  to  continue  to test for
impairment of goodwill.


                                       7
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                          WIRELESS TELECOM GROUP, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

The  following  table  presents pro forma net income and earnings per share
data restated to include the retroactive impact of the adoption of SFAS No. 142.

                                   Unaudited Pro Forma Information for the Three and Nine Months
                                                       Ended September 30, 2001

                                                                               Three Months       Nine Months
                                                                               ------------       -----------
<S>                                                                             <C>                  <C>
                  Reported net income                                           $  718,489           $ 2,815,048
                  Add back: goodwill amortization, net of tax                       26,000                78,000
                                                                                ----------           -----------

                           Pro forma net income                                 $  744,489           $ 2,893,048
                                                                                ==========           ===========

                  Reported earnings per share - basic                           $     . 04               $   .16
                  SFAS No. 142 effect, net of tax                                        -                     -
                                                                                ----------            ----------
                           Pro forma earnings per share - basic                 $      .04               $   .16
                                                                                ==========            ===========
</TABLE>


ITEM 2 - MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

INTRODUCTION

Wireless  Telecom  Group,  Inc.,  and its operating  subsidiaries,  Boonton
Electronics Corporation and Microlab/FXR (collectively, the "Company"), develop,
manufacture and market a wide variety of electronic noise sources and electronic
testing  and  measuring  instruments  including  power  meters,  voltmeters  and
modulation  meters. The Company's products have historically been primarily used
to  test  the  performance   and  capability  of   cellular/PCS   and  satellite
communication  systems  and to measure  the power of RF and  microwave  systems.
Other applications include radio, radar,  wireless local area network (WLAN) and
digital television.

On December 21, 2001, the Company acquired Microlab/FXR. The acquisition of
Microlab/FXR  was recorded under the purchase method of accounting for financial
statement purposes.  Microlab/FXR designs and manufactures  high-power,  passive
microwave  components  for the  wireless  infrastructure  market  and for  other
commercial,  aerospace and military markets.  The Company's products are used in
microwave systems,  Universal Mobile Telecommunications Systems (UMTS), Personal
Communications   Service  (PCS)  and  cellular   communications  base  stations,
television transmitters,  avionic systems and medical electronics.  Microlab/FXR
is one of the  leaders  in  serving  the  needs of the  in-building  distributed
antenna  system  market,  which  facilitates  wireless  coverage  throughout the
insides of buildings and building complexes.

On July 7, 2000, Wireless Telecom Group, Inc. and Boonton Electronics Corp.
closed on a merger  under an  agreement  dated  March 2, 2000.  A newly  formed,
wholly-owned  subsidiary of the Company,  WTT Acquisition Corp., merged with and
into Boonton,  a public entity,  in a transaction  accounted for as a pooling of
interests.


                                       8
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ITEM 2 - MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS (Continued)

The financial information presented herein includes:

(i) Condensed  Consolidated  Balance Sheets as of September 30, 2002 and as
of December 31, 2001 (ii)  Condensed  Consolidated  Statements of Operations for
the three and nine month  periods  ended  September  30, 2002 and 2001 and (iii)
Condensed Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2002 and 2001.

Microlab/FXR's  Balance  Sheets are included in the Condensed  Consolidated
Balance  Sheets at September  30, 2002 and  December  31,  2001.  Microlab/FXR's
results of operations for the three and nine months ended September 30, 2002 and
cash flows for the nine months  ended  September  30,  2002 are  included in the
Condensed Consolidated Statements of Operations and Cash Flows respectively, but
their results of  operations  and cash flows for the  respective  three and nine
month periods ended September 30, 2001 are not included.


CRITICAL ACCOUNTING POLICIES

The  Company  has  provided,   through  its  Notes  to  Interim   Condensed
Consolidated  Financial Statements above and the Notes to Consolidated Financial
Statements  included  in its  annual  report on Form 10-K  previously  filed and
incorporated  herein by reference,  all significant  information  addressing the
accounting  measurements  that  would  have a  material  impact on the  reported
financial statements.  The policies used, including accounting for uncollectible
accounts under the allowance method and valuing raw material  inventories at the
lower of cost  (first-in,  first-out  method) or market,  are policies  that the
Company has used for many years and believes to be the  appropriate  methods for
our business and in our industry.  The Company continues to apply these policies
fairly and consistently.


RESULTS OF OPERATIONS

The  following  discussion  of  our  financial  condition  and  results  of
operations should be read in conjunction with our interim condensed consolidated
financial  statements and the notes to those statements included in Part I, Item
I of this Quarterly Report on Form 10-Q and in conjunction with the consolidated
financial  statements  contained in our Annual  Report on Form 10-K for the year
ended  December 31, 2001.  Microlab/FXR's  results of operations are included in
Condensed  Consolidated  Statements of Operations  for the three and nine months
ended  September 30, 2002, but not for the three and nine months ended September
30, 2001.

For  the  nine  months  ended   September  30,  2002  as  compared  to  the
corresponding  period of the previous year,  net sales  increased to $15,729,000
from  $15,380,000,  an  increase of  $349,000  or 2.3%.  For the  quarter  ended
September  30,  2002 as compared to the  corresponding  quarter of the  previous
year, net sales increased to $5,105,000 from $4,265,000, an increase of $840,000
or 19.7%.  The increase for the quarter and nine months ended September 30, 2002
is reflective of additional  Microlab/FXR  revenue of $1,994,000 and $5,784,000,
respectively.




                                       9
<PAGE>

ITEM 2 - MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS (Continued)

The Company's gross profit on net sales for the nine months ended September
30, 2002 was $7,268,000 or 46.2% as compared to $8,368,000 or 54.4% for the nine
months ended September 30, 2001. Gross profit on net sales for the quarter ended
September  30, 2002 was  $2,396,000  or 46.9% as compared to $2,467,000 or 57.9%
for the three months  ended  September  30, 2001.  For the nine months and three
months  ended  September  30,  2002,  Microlab/FXR  contributed  $2,148,000  and
$792,000,  respectively,  of gross  profit to the  Company.  Gross  profits  and
margins are lower in 2002 than in 2001 primarily due to lower sales volume,  and
proportionally  higher fixed manufacturing costs. In addition,  gross margins at
Microlab/FXR  are somewhat lower than at other operating  units. The Company can
experience  variations  in gross profit  based upon the mix of product  sales as
well as variations  due to revenue  volume and  economies of scale.  The Company
continues  to  rigidly  monitor  costs  associated  with  material  acquisition,
manufacturing and production.

Operating  expenses  for the nine  months  ended  September  30,  2002 were
$5,350,000 or 34.0% of net sales as compared to $4,637,000 or 30.1% of net sales
for the nine months ended September 30, 2001. Operating expenses for the quarter
ended  September  30, 2002 were  $1,770,000 or 34.7% of net sales as compared to
$1,511,000 or 35.4% of net sales for the quarter ended September 30, 2001.

For the three and nine months ended  September  30, 2002 as compared to the
same  period of the prior  year,  operating  expenses  increased  in  dollars by
$260,000 and $713,000,  respectively.  These  increases are virtually all due to
the additional expenses incurred by Microlab/FXR  ($374,000 for the three months
ended  September 30, 2002 and $1,121,000 for the nine months ended September 30,
2002) as a new  subsidiary  of  Wireless  Telecom  Group,  Inc.  in 2002.  These
increases were partially  offset by the elimination of goodwill  amortization in
2002 and decreases in sales commissions,  advertising  expenses and professional
fees.

Interest and other  income  decreased by $498,000 for the nine months ended
September  30, 2002 and by $113,000 for the quarter  ended  September  30, 2002.
These  decreases  were  primarily due to declining  interest rates on short-term
investments in 2002.

Net income decreased to $1,336,000,  or $.08 per share  (diluted),  for the
nine months  ended  September  30, 2002 as compared to  $2,815,000,  or $.15 per
share (diluted) for the nine months ended September 30, 2001.

The Company realized net income for the quarter ended September 30, 2002 of
$432,000  or $.03 per share  (diluted)  as compared to net income of $718,000 or
$.04 per share  (diluted)  for the three months ended  September  30, 2001.  The
explanation  of these  changes can be derived from the  analysis  given above of
operations  for the three and nine month periods  ending  September 30, 2002 and
2001, respectively.


LIQUIDITY AND CAPITAL RESOURCES:

The Company's  working  capital has decreased by $211,000 to $23,107,000 at
September 30, 2002, from $23,318,000 at December 31, 2001. At September 30, 2002
the Company  had a current  ratio of 16.8 to 1, and a ratio of debt to net worth
of .16 to 1. At December 31, 2001 the Company had a current  ratio of 15.4 to 1,
and a ratio of debt to net  worth of .17 to 1.  Microlab/FXR's  cash  flows  are
included in the  Condensed  Consolidated  Statements  of Cash Flows for the nine
months ended September 30, 2002, but not for the nine months ended September 30,
2001.


                                       10
<PAGE>

ITEM  2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)

The Company realized cash provided by operations of $2,190,000 for the nine
month period ending  September 30, 2002.  The primary  source of these funds was
cash  provided  by net  income of  $1,336,000,  a  decrease  in  inventories  of
$801,000,  and a  non-cash  adjustment  for  depreciation  and  amortization  of
$463,000,  offset by an  increase  in  accounts  receivable  of  $411,000  and a
decrease in accounts  payable and  accrued  expenses of  $294,000.  For the nine
month period ending September 30, 2002,  Microlab/FXR's  inventory  decreased by
$174,000 and accounts receivable increased by $706,000.

The Company has historically been able to turn over its accounts receivable
approximately  every  two  months.  This  average  collection  period  has  been
sufficient to provide the working capital and liquidity necessary to operate the
Company.  The Company continues to monitor production  requirements and delivery
times while maintaining manageable levels of goods on hand.

Operating  activities  provided $2,436,000 in cash flows for the comparable
period in 2001.  The  primary  source of these  funds was cash  provided  by net
income of $2,815,000 and an increase in income taxes payable of $471,000, offset
by a decrease in  accounts  payable  and  accrued  expenses  of $996,000  and an
increase in inventories of $484,000.

Net cash used for investing  activities for the nine months ended September
30, 2002 was $591,000.  The primary use of these funds was capital  expenditures
of $584,000.  For the nine months ended  September  30, 2001,  net cash used for
investing  activities  was $221,000.  The primary use of these funds was capital
expenditures of $214,000.

Net cash used for financing  activities for the nine months ended September
30, 2002 was  $1,464,000.  The primary use of these funds was for dividends paid
in the amount of $1,029,000  and  acquisition of treasury stock in the amount of
$522,000.  Net cash used for financing activities in the same period of 2001 was
$4,353,000.  The primary use of these funds was for the  acquisition of treasury
stock in the amount of $4,012,000.

The Company  believes that its  financial  resources  from working  capital
provided by operations are adequate to meet current requirements.


INFLATION AND SEASONALITY

The Company does not anticipate  that inflation will  significantly  impact
its business nor does it believe that its business is seasonal.

FORWARD LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not
historical facts are forward-looking statements. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes,"  "expects,"  "intends," "plans," "may," "will," "should," or
"anticipates," or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
These  forward-looking  statements  involve  predictions.  Our  actual  results,
performance or achievements  could differ  materially from the results expressed
in, or implied by, these forward-looking statements.


                                       11
<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  has a credit  facility  with one of its  major  banks for the
express  purpose of purchasing  components from an Asian supplier under a letter
of credit.  The Company  expects to pay for these  components  upon  shipment in
2003. Should the Company not make payment directly, the credit facility would be
utilized. The credit facility bears interest based on interest rates tied to the
prime rate, which may fluctuate over time based on economic conditions.


ITEM 4 - CONTROLS AND PROCEDURES

a) On October 11, 2002,  our Chief  Executive  Officer and Chief  Financial
Officer  participated  in a meeting  during which there was an evaluation of our
disclosure  controls  and  procedures.  They have  advised us that based on such
evaluation, they believe such controls and procedures are effective.

 b) Our Chief Executive  Officer and Chief Financial Officer are involved in
ongoing  evaluations of internal controls.  In November 2002, in anticipation of
the filing of this Form 10-Q,  they  reviewed  the  evaluation  of our  internal
controls prepared by our independent  auditors in connection with their audit of
our fiscal year ended December 31, 2001. Our Chief  Executive  Officer and Chief
Financial  Officer have advised us that,  based on such review,  they determined
that, since the date of the auditor's evaluation, there have been no significant
changes in our internal  controls or in other  factors that would  significantly
affect our internal controls subsequent to such evaluation.


                                       12
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

          The Company is not aware of any material legal proceeding against the
          Company or in which any of their property is subject.

Item 2.  CHANGES IN SECURITIES

                 None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

                 None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                 None.

Item 5.  OTHER INFORMATION

               None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                 (a)  Exhibits:

                    11.1 Computation of per share earnings

                    99.1 Certification pursuant to 18 U.S.C. section 1350

                    99.2 Certification pursuant to 18 U.S.C. section 1350

(b)      Reports on Form 8-K:

                       None.



                                       13
<PAGE>

                                   SIGNATURES



Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                            WIRELESS TELECOM GROUP, INC.
                                            ----------------------------
                                            (Registrant)


 Date:  November 5, 2002                     /S/Edward Garcia
                                             ---------------------------
                                            Edward Garcia
                                            Chairman and Chief Executive Officer



 Date:  November 5, 2002                    /S/Marc Wolfsohn
                                            ---------------------------
                                            Marc Wolfsohn
                                            Chief Financial Officer



                                       14
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Edward Garcia, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Wireless  Telecom
Group, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 5, 2002
                                      /s/Edward Garcia
                                      ------------------
                                      Edward Garcia
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



                                       15
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Marc Wolfsohn, certify that:

     1. I have reviewed this quarterly  report on Form 10-Q of Wireless  Telecom
Group, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 5, 2002
                                      /s/ Marc Wolfsohn
                                      ---------------------------
                                      Marc Wolfsohn
                                      Chief Financial Officer
                                      (Principal Financial Officer)


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                                   Exhibit 11.1


                          WIRELESS TELECOM GROUP, INC.
                        COMPUTATION OF PER SHARE EARNINGS
                                   (Unaudited)



                                                             For the Three Months                 For the Nine Months
                                                              Ended September 30,               Ended September 30,
                                                             2002                 2001            2002            2001
                                                          ---------            ---------       ----------      ----------
<S>                                                       <C>                   <C>            <C>             <C>
Net Income                                                $ 431,804             $718,489       $ 1,336,322     $ 2,815,048
                                                          =========            =========       ===========     ===========
BASIC EARNINGS:

Weighted average number of common shares outstanding     17,052,347           17,634,569        17,134,464      17,913,315
                                                         ==========           ==========        ==========      ==========

Basic earnings per common share                               $0.03               $ 0.04             $0.08          $ 0.16

DILUTED EARNINGS:

Weighted average number of common shares outstanding     17,052,347           17,634,569        17,134,464      17,913,315
Stock options                                                98,507              266,656           325,133         290,440
                                                         ----------           ----------        ----------      ----------

Weighted average number of common shares
     outstanding, as adjusted                            17,150,854           17,901,225        17,459,597      18,203,755
                                                         ==========           ==========        ==========      ==========

Diluted earnings per common share                             $0.03               $ 0.04             $0.08          $ 0.15

</TABLE>

                                       17
<PAGE>
                                                                   Exhibit 99.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection  with the Quarterly  Report of Wireless  Telecom Group,  Inc.
(the  "Company") on Form 10-Q for the period ending  September 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Edward Garcia, Chief Executive Officer of the Company,  certify,  pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.



                                /s/     Edward Garcia
                                ------------------------
                                Edward Garcia
                                Chief Executive Officer
                                November 5, 2002



                                       18
<PAGE>
                                                                  Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection  with the Quarterly  Report of Wireless  Telecom Group,  Inc.
(the  "Company") on Form 10-Q for the period ending  September 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Marc Wolfsohn, Chief Financial Officer of the Company,  certify,  pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.



                                       /s/     Marc Wolfsohn
                                       ---------------------------
                                       Marc Wolfsohn
                                       Chief Financial Officer
                                       November 5, 2002



                                       19
<PAGE>